UK board meetings are required by law to have minutes taken. Minutes serve a number of functions, in that they show progress being made on issues the board is concerned with, and indicate the direction in which the board is moving on strategy. Meeting minutes must also provide a record of motions, votes and abstentions. Minutes are a legal document in the UK, in the sense that directors rely on them to show that they have fulfilled all of their responsibilities. The use of dedicated technology like that of Diligent Minutes™, Integrated Minute-taking and Action Management for Diligent Boards™ assures this process.
Legal function of minutes
There are important legal responsibilities linked to taking board meeting minutes in the UK, and directors can be held criminally liable for noncompliance. So getting it right is critical, and, as we’ll see, using dedicated technology like that of Diligent Minutes™, Integrated Minute-taking and Action Management for Diligent Boards™ helps directors to make certain of meeting compliance requirements.
The Company Act 0f 2006 mandates that accurate minutes be kept for 10 years. Failure to do so makes directors criminally liable. Minutes must be in a form that can provide a hard copy printout. “It is, therefore, important that consideration is given when preparing the minutes of board meetings to what may be appropriate or necessary, depending on the nature of the business or the circumstances, to demonstrate that the board members have observed their responsibilities to the company and complied with their legal and regulatory duties,” as the Institute of Chartered Secretaries points out in a recent report.
From the point of view of UK law, the board meeting minutes should be the single source of truth, and should be a complete, self-standing record, along with reports and papers. They should act as evidence of the meeting and as a record of those matters discussed/noted, concerns raised, decisions made and, where considered helpful, the rationale for those decisions, and demonstrate the directors acting in accordance with their duties under the Companies Act. Companies, may, however, determine for themselves the format and approach to taking minutes – the internal rules for running board meetings are not prescribed.
Practice of taking minutes
In the UK, the company secretary is usually responsible for taking the minutes. But there is no rule mandating this practice. Any board member, board administrator, or even an external lawyer or other professional may be charged with taking the minutes.
What is certain is that, ‘Whoever takes the minutes, they should be an impartial, robust individual who is independent and dispassionate; has an understanding of the business; (and) an understanding of relevant legal and regulatory requirements, the responsibilities of the board, directors’ duties, etc. Minutes need to have a business- focused approach, they need to be true, factual and accurate, and also clear and understandable,’ as the Institute for Directors points out in its guidance for board meetings.
Some planning before the meeting is essential. The person taking the minutes should have a discussion with the chairperson about what the key issues to be discussed at the meeting will be, so that careful recording of the most important discussions are assured. The taker of minutes should also make certain to have the names of all meeting participants spelled correctly, as well as what their roles are, the report shows.
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It is not necessary, in British practice, to note the presence of a quorum unless, for some specific reason, the chairperson refers to it. The minute taker should take careful notes of everything said, and these notes should then be expanded into the full-scale minutes.
“Minutes need to be written in such a way that someone who was not present at the meeting can follow the decisions that were made. Minutes can also form part of an external audit and a regulatory review, and may be used in legal proceedings. When writing minutes, it is important to remember that a formal, permanent record is being created, which will form part of the corporate memory,” the report notes.
Minutes should give an accurate, balanced, impartial and objective record of the meeting, but they should also be reasonably concise. The importance of accuracy should not be underestimated, as the minutes of a meeting become the definitive evidence of what happened at that meeting and who attended it. Courts will rely on them as being evidence unless proved otherwise.
“Historically, the convention has been that:
- Minutes should be written in reported speech, i.e., in the past tense, and in the conditional mood for future actions (i.e., would and should, rather than will and shall).
- The board has collective responsibility for its decisions and, therefore, the naming of individuals should be avoided wherever possible, although this is not the rule in some specific sectors,” ICSA points out.
Diligent Minutes™, Integrated Minute-taking and Action Management for Diligent Boards™
Diligent Boards provides optimum efficiency and security for managing boardroom communications. Now use Diligent Boards to take meeting minutes quickly and assign action items easily, all with the trusted security of Diligent Boards.
Diligent Minutes is a minute-taking and action item management solution built directly into the Diligent Boards Administrator Client. Minute-taking is mandatory in board meetings, but the process is usually manual, insecure or both. With Diligent Minutes, meeting dates, attendees and meeting topics are added automatically to the minutes document. Action items can be added with just a few clicks and assigned and monitored during or after the meeting. Minutes, when completed, can be pulled right into your next Diligent Boards meeting book for discussion and approval.
Meeting Administrators can create meeting minutes from scratch, or start from an existing book and have attendees, dates and meeting topics added automatically to the minutes template.
- Add and assign action items quickly, view actions as a list to edit or monitor, and send action notifications to directors and assignees via email.
- Minutes can be exported to Microsoft Word or imported back into Diligent Boards for secure discussion and approval.
- Directors will never miss a meeting action item because administrators can use Diligent Minutes to send prompts and notifications of assigned actions.
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